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  4. [8-K] HawkEye 360, Inc. Reports Material Event

HawkEye 360 (HAWK) adds $125M revolver and retires prior loans

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

HawkEye 360, Inc. entered into a new senior secured revolving credit facility providing up to $125.0 million in borrowing capacity. The facility, led by Bank of America, matures on May 19, 2031 and carries variable interest based on Term SOFR or an alternative base rate plus leverage-based margins.

The credit line is guaranteed by material domestic subsidiaries and secured by first-priority liens on substantially all personal property assets. It includes quarterly-tested covenants, including a maximum Total Net Leverage Ratio starting at 3.50:1.00 and a minimum Interest Coverage Ratio of 3.00:1.00. The company also fully repaid and terminated its prior senior term and mezzanine loan agreements, with related security interests released.

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Insights

HawkEye 360 refinances debt into a larger, flexible $125M revolver.

HawkEye 360 has arranged a $125.0 million senior secured revolving credit facility maturing in 2031. Revolvers provide flexible draw-and-repay capacity, which can support working capital, growth investments, or refinancing within the lender-set limits and covenants.

Pricing is tied to Term SOFR or an alternative base rate plus margins ranging from 1.25% to 3.00%, with a commitment fee of 0.250%–0.500% on unused commitments. Financial covenants cap the Total Net Leverage Ratio at 3.50:1.00 initially and require an Interest Coverage Ratio of at least 3.00:1.00, which disciplines future borrowing and interest burden.

The company simultaneously repaid and terminated its prior senior term and mezzanine loans, with associated security interests released. Overall impact depends on how much of the new capacity is drawn over time and the company’s ability to remain in compliance with leverage and coverage tests through future reporting periods.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Revolving Credit Facility size $125.0 million Aggregate principal amount of new senior secured revolver
Facility maturity May 19, 2031 Stated maturity date of the Revolving Credit Facility
SOFR margin range 2.25%–3.00% per annum Applicable margin over Term SOFR based on leverage
Base rate margin range 1.25%–2.00% per annum Applicable margin over alternative base rate
Commitment fee range 0.250%–0.500% per annum Fee on unused commitments tied to leverage ratio
Max Total Net Leverage Ratio 3.50:1.00 Initial maximum leverage covenant, later stepping to 3.00:1.00
Min Interest Coverage Ratio 3.00:1.00 Minimum interest coverage covenant, tested quarterly
Revolving Credit Facility financial
"The Credit Agreement provides for a senior secured revolving credit facility in an aggregate principal amount of $125.0 million"
A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.
Total Net Leverage Ratio financial
"determined by reference to the Company’s Total Net Leverage Ratio (as defined in the Credit Agreement)"
Total net leverage ratio measures how much a company owes after using its cash, compared with the cash it generates in a year; it is usually calculated by subtracting cash from total debt and dividing that net debt by annual operating cash flow or earnings. Investors use it like a debt-to-income check for a household — a higher number means the company may struggle to cover obligations and is riskier, while a lower number suggests more cushion and financial flexibility.
Interest Coverage Ratio financial
"Maintenance of a minimum Interest Coverage Ratio (as defined in the Credit Agreement) of not less than 3.00:1.00"
A measure of how easily a company can pay the interest on its debt, calculated by comparing the earnings it generates from operations to the interest it owes. It matters to investors because a higher ratio means the company can comfortably meet interest payments — like having several paychecks set aside to cover your rent — while a low ratio signals greater risk of missed payments or financial strain.
senior secured financial
"The Credit Agreement provides for a senior secured revolving credit facility in an aggregate principal amount of $125.0 million"
Senior secured describes a loan or bond that has first claim on a company’s assets and is backed by specific collateral, like a mortgage on property. For investors, that means they are paid before other creditors if the company struggles or is liquidated, reducing the chance of loss compared with unsecured or junior debt. Think of it as a front-of-the-line, collateral-backed claim that typically carries lower interest because of that added protection.
change of control financial
"The Revolving Credit Facility contains customary events of default, including ... a change of control"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
Understanding 8-K Material Events →
FALSE000175070400017507042026-05-182026-05-18





UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 18, 2026
HawkEye 360, Inc.
(Exact name of registrant as specified in its charter)
Delaware

001-43266

47-5078666
(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)
450 Springpark Place, Suite 500
Herndon, Virginia

20170
(Address of Principal Executive Offices)

(Zip Code)
(571) 203-0360
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class



Trading
Symbol(s)



Name of each exchange
on which registered
Common Stock, $0.0001 par value


HAWK


New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


 Item 1.01    Entry into a Material Definitive Agreement.
On May 19, 2026, HawkEye 360, Inc. (the “Company”) entered into a new revolving credit agreement (the “Credit Agreement”) by and among the Company, certain subsidiaries of the Company party thereto as guarantors, the lenders party thereto, and Bank of America, N.A., as Administrative Agent, Swingline Lender and L/C Issuer. The Credit Agreement provides for a senior secured revolving credit facility in an aggregate principal amount of $125.0 million (the “Revolving Credit Facility”). The Revolving Credit Facility matures on May 19, 2031.
Any loans under the Revolving Credit Facility will bear interest at a variable rate per annum equal to, at the Company’s option, either (a) Term SOFR plus an applicable margin ranging from 2.25% to 3.00% per annum or (b) an alternative base rate plus an applicable margin ranging from 1.25% to 2.00% per annum, in each case determined by reference to the Company’s Total Net Leverage Ratio (as defined in the Credit Agreement). A commitment fee ranging from 0.250% to 0.500% per annum, determined by reference to the Company’s Total Net Leverage Ratio, shall apply on the unused commitments under the Revolving Credit Facility.
The Revolving Credit Facility is guaranteed by each of the Company’s existing and future direct and indirect material domestic subsidiaries and secured by first-priority liens on substantially all of the Company’s and the guarantors’ personal property assets and certain equity interests, in each case, subject to customary exceptions.
The Revolving Credit Facility contains customary affirmative and negative covenants, including limitations on the Company’s ability and certain of the Company’s subsidiaries’ abilities to: (i) create liens; (ii) incur additional indebtedness (including guarantees and other contingent obligations); (iii) make certain investments, loans and advances (including acquisitions); (iv) effect fundamental changes, including mergers and consolidations; (v) make dispositions of assets; and (vi) pay dividends or make distributions or other restricted payments, in each case, subject to certain qualifications and exceptions. 

In addition, the Revolving Credit Facility requires the Company to comply with the following financial covenants, each tested quarterly on a trailing four fiscal quarter basis:

•Maintenance of a maximum Total Net Leverage Ratio (as defined in the Credit Agreement) not to exceed 3.50:1.00, stepping down to 3.00:1.00 after six full fiscal quarters following the closing date of the Revolving Credit Facility. The maximum Total Net Leverage Ratio may be increased by 0.50x for specified periods following certain material acquisitions, subject to limitations.

•Maintenance of a minimum Interest Coverage Ratio (as defined in the Credit Agreement) of not less than 3.00:1.00. 
The Revolving Credit Facility contains customary events of default, including: (i) failure to pay principal, interest, fees or other amounts under the Revolving Credit Facility when due, taking into account any applicable grace period; (ii) any representation or warranty proving to have been incorrect in any material respect when made; (iii) failure to perform or observe covenants or other terms of the Revolving Credit Facility, subject to certain grace periods; (iv) a cross-default with respect to other material indebtedness; (v) bankruptcy and insolvency events; (vi) inability to pay debts or attachment; (vii) material judgments; (viii) certain ERISA events; (ix) the invalidity or impairment of any loan document or any security interest; (x) a change of control; (xi) debarment; and (xii) actions with respect to material government contracts that would reasonably be expected to have a material adverse effect.
The Company has previously entered into commercial financial arrangements with certain of the lenders under the Revolving Credit Facility, and each of these entities and/or their affiliates has in the past provided financial, advisory, investment banking and other services to the Company and its affiliates, including serving as underwriters for Company’s initial public offering of its common stock.
The foregoing description of the Credit Agreement does not purport to be complete and is subject to, and is qualified in its entirety by, reference to the full text of the Credit Agreement, which is attached hereto as Exhibit 10.1 and is incorporated by reference into this Item 1.01.
1


Item 1.02 Termination of a Material Definitive Agreement.
On May 18, 2026, the Company repaid in full all outstanding borrowings under the Third Amended and Restated Loan and Security Agreement with Silicon Valley Bank (the “Senior Term Loan”) and the Mezzanine Loan and Security Agreement with First-Citizens Bank & Trust Company, as agent (the “Mezzanine Loan”). Upon such repayment, all commitments under each of the Senior Term Loan and the Mezzanine Loan were terminated and all security interests securing the obligations thereunder were released.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
Exhibit No.Description
10.1*
Credit Agreement, dated May 19, 2026, among the Company, certain subsidiaries of the Company party thereto, as guarantors, the lenders party thereto, and Bank of America, N.A., as Administrative Agent, Swingline Lender and L/C Issuer.
104The cover page from HawkEye 360, Inc.’s Form 8-K filed on May 21, 2026, formatted in Inline XBRL.
* Pursuant to Item 601(a)(5) of Regulation S-K promulgated by the SEC, certain exhibits and schedules to this agreement have been omitted. The Company hereby agrees to furnish supplementally to the SEC, upon its request, any or all of such omitted exhibits or schedules.
2


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


HawkEye 360, Inc.
Dated: May 21, 2026


By:

/s/ John Serafini



John Serafini



President and Chief Executive Officer





Source: View Original Filing on SEC EDGAR

FAQ

What new credit facility did HAWK establish in May 2026?

HawkEye 360 entered a new senior secured revolving credit facility with a total capacity of $125.0 million. The facility provides flexible borrowing and repayment and is led by Bank of America, N.A. as Administrative Agent and matures on May 19, 2031.

What are the key interest terms of HawkEye 360’s new $125 million revolver?

Loans bear variable interest at Term SOFR plus 2.25%3.00% or an alternative base rate plus 1.25%2.00%. The margin depends on HawkEye 360’s Total Net Leverage Ratio, aligning its borrowing cost with its leverage profile under the Credit Agreement.

What financial covenants apply to HawkEye 360’s new credit facility (HAWK)?

The facility requires a maximum Total Net Leverage Ratio of 3.50:1.00, stepping down to 3.00:1.00 after six fiscal quarters, with limited step-ups after certain acquisitions. It also mandates a minimum Interest Coverage Ratio of at least 3.00:1.00, tested quarterly on trailing four quarters.

Which previous loans did HAWK repay and terminate in May 2026?

HawkEye 360 repaid in full all outstanding borrowings under its Senior Term Loan with Silicon Valley Bank and its Mezzanine Loan with First-Citizens Bank & Trust Company. After repayment, all commitments were terminated and related security interests securing these obligations were released.

What collateral and guarantees support HawkEye 360’s $125 million revolving facility?

The Revolving Credit Facility is guaranteed by HawkEye 360’s existing and future direct and indirect material domestic subsidiaries. It is secured by first-priority liens on substantially all of the company’s and guarantors’ personal property assets and certain equity interests, subject to customary exceptions and limitations.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

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